SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NORTHERN OIL & GAS, INC. [ NOG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/05/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $0.001 par value per share | 01/05/2022 | J(1) | 171,100 | D | $0 | 9,134,819 | I | See footnote(2) | ||
Common Stock, $0.001 par value per share | 01/05/2022 | J(3) | 171,100 | D | $0 | 8,963,719 | I | See footnote(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The reporting person was trustee of a trust that owned 100% of the ownership interests in TTBR Investments LLC, the direct owner of 171,100 shares of Common Stock of the Issuer. On January 5, 2022, the reporting person caused the trust to be dissolved and the ownership interests in TTBR Investments LLC to be distributed to the beneficiary of the trust. The reporting person no longer has any beneficial ownership interest in such shares. |
2. 6,876,829 of the shares are owned directly by TRT Holdings, Inc., 1,409,402 shares are owned directly by Cresta Investments, LLC, and 677,488 shares are owned directly by the Rowling Family 2012 Long Term Trust, a family trust for which Robert B. Rowling serves as trustee and the beneficiaries of which are his family members (the "Trust"). Robert B. Rowling may be deemed to beneficially own all of such shares due to his direct or indirect ownership interests in TRT Holdings, Inc. and Cresta Investments, LLC and his status as trustee of the Trust and the pecuniary interests of his family members as beneficiaries thereof. 171,100 of the shares were owned directly by TRBRJR Investments LLC (see footnote 3, below). |
3. The reporting person was trustee of a trust that owned 100% of the ownership interests in TRBRJR Investments LLC, the direct owner of 171,100 shares of Common Stock of the Issuer. On January 5, 2022, the reporting person caused the trust to be dissolved and the ownership interests in TRBRJR Investments LLC to be distributed to the beneficiary of the trust. The reporting person no longer has any beneficial ownership interest in such shares. |
4. The shares are owned directly by TRT Holdings, Inc., Cresta Investments, LLC and the Trust in the amounts stated in footnote 2, above. |
/s/ Robert B. Rowling | 01/05/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |